Scheme Of Arrangement Becomes Effective
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")
PETRICHOR PARTNERS, LP ("Petrichor")
Scheme of Arrangement Becomes Effective
On 17 May 2023, the board of Egdon announced that they had reached agreement 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"). The Company announced on 12 September 2023 that the High Court of Justice had sanctioned the Scheme at the Court Sanction Hearing held earlier on the same date.
Egdon is pleased to announce that following the delivery of a copy of the Court Order to the Registrar of Companies today, the Scheme has now become effective in accordance with its terms.
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 Shareholders on the register of members of Egdon at the Scheme Record Time, being 6.00 p.m. on 14 September 2023, will be entitled to receive 4.5 pence in cash for each Scheme Share held.
Settlement of the consideration to which any Egdon Shareholder is entitled in respect of the Acquisition will be effected within 14 days of this announcement, being 29 September 2023.
Suspension of trading and cancellation of admission to trading on AIM
Dealings in Egdon Shares on AIM were suspended with effect from 7.30 a.m. today. An application has been made to the London Stock Exchange for the de-listing and cancellation of admission to trading of the Egdon Shares on AIM, which is expected to take effect at or around 7.00 a.m. on 18 September 2023.
Egdon is no longer in an "Offer Period" as defined in the Takeover Code and accordingly the dealing disclosure requirements previously notified to Egdon Shareholders no longer apply.
For further information, please contact:
Egdon Resources Plc
Tel +44 1256 702292
VSA Capital Limited
Financial Adviser, Joint Broker and Rule 3 Adviser to Egdon
Andrew Raca and Matthew Harker (Corporate Finance)
Tel +44 203 005 5000
WH Ireland Limited
Nominated Adviser and Joint Broker to Egdon
Antonio Bossi and James Bavister
Tel +44 207 220 1666