Court Sanction of Scheme of Arrangement

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 ("Egdon" or the "Company")

by

PETRICHOR PARTNERS, LP ("Petrichor")

Court Sanction of Scheme of Arrangement

On 17 May 2023, the board of Egdon announced that they had reached agreement with Petrichor regarding the terms of a recommended all cash acquisition for the entire issued and to be issued ordinary share capital of Egdon (other than those shares already owned by or on behalf of Petrichor) (the "Acquisition") pursuant to a Court-sanctioned scheme of arrangement of Egdon under Part 26 of the Companies Act 2006 (the "Scheme").

The scheme document in relation to the Scheme was published on 8 June 2023 (the "Scheme Document").

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.

Scheme sanctioned by Court

Further to the announcement made by Egdon on 29 August 2023 in relation to the satisfaction of the NSTA Condition, Egdon is pleased to announce that at the Court Sanction Hearing held earlier today the High Court of Justice of England & Wales issued the Court Order sanctioning the Scheme.

Egdon hereby confirms that the Scheme Record Time for the Scheme will be 6.00 p.m. (London time) on 13 September 2023.

Subject to the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become Effective on 14 September 2023. The last day of dealings in, and for the registration of transfers of, and disablement in CREST of, Egdon Shares, is expected to be tomorrow, 13 September 2023 and it is intended that dealings in Egdon Shares will be suspended with effect from 7.30 a.m. on 14 September 2023. It is intended that cancellation of the admission to trading of Egdon Shares on AIM will take effect from 7.00 a.m. on 15 September 2023. 

If the Scheme becomes Effective on 14 September 2023, the last date for payment of the Consideration to Scheme Shareholders will be 28 September 2023.

Further announcements will be made when the Scheme becomes effective and when the admission to trading of the Egdon Shares has been cancelled.

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]

 

END