TIDMEDR
RNS Number : 0447R
Egdon Resources PLC
01 July 2022
1 July 2022
EGDON RESOURCES PLC
("Egdon" or "the Company")
Significant Shareholders and Concert Party - Relevant
Changes
Waiver by the Takeover Panel
Associated TR-1 Forms
Egdon Resources plc (AIM:EDR) was notified on30 June 2022 that
as a result of transactions which took place on 24 June 2022, the
shareholdings held by Petrichor Holdings Cooperatief
U.A.("Petrichor") and other members of the Concert Party have now
been transferred to Petrichor Partners LP ("PPL") as the registered
holder of the 237,924,452 Ordinary Shares in Egdon representing
46.04 per cent of the issued ordinary share capital in Egdon. The
shareholdings held by members of the Concert Party were transferred
to PPL at the Egdon Ordinary Share price at the close of business
on 23 June 2022, being 4.35 pence. Under Rule 17 of the AIM Rules
for Companies, this change of registered holding represents a
"Relevant Change" requiring announcement.
The resulting PPL shareholding and percentage holding equates to
the shareholding and percentage held by the Concert Party which was
announced following the issue of equity and conversion of
Convertible Loan Notes in June 2021.A Whitewash was granted by the
Takeover Panel in January 2021 when the Convertible Loan Notes were
issued to members of the Concert Party on the basis of a fully
diluted shareholding of 46.04 per cent.
Background on the Concert Party
VSA Capital Limited, the financial adviser and joint broker to
Egdon, previously wrote to the Takeover Panel in 17 November 2020
and 24 June 2021 on behalf of Egdon in relation to the Concert
Party. The Concert Party is made up of the following members:-
Concert Party Number of Ordinary % of Issued Share
Shares in the capital Capital(1)
of Egdon ("Ordinary
Shares")
Petrichor Holdings
Coöperatief
U.A. ("PHC") 132,676,245 25.67
----------------------- ------------------
PPL 89,679,454 17.35
----------------------- ------------------
Jalapeno Corporations
Holding
("Jalapeno") 15,503,119 3.00
----------------------- ------------------
Steven Jackson 65,634 0.01
----------------------- ------------------
TOTAL 237,924,452 46.04
----------------------- ------------------
(1) Based on the latest information published by Egdon on 31
January 2022.
PHC, a company registered in the Netherlands, is a subsidiary of
HEYCO (registered in Delaware, USA). HEYCO owns over 99% of the
share capital of PHC, and the remaining less than 1% is owned by
Petrichor Partners-Delaware, LP, a limited partnership registered
in Delaware, USA. Petrichor Partners-Delaware, LP is directly and
wholly owned by HEYCO.
HEYCO's majority shareholder is Explorers Petroleum Corporation
of which George Yates is the ultimate controller.
PPL is owned by various limited partners and the general partner
of PPL is HEYCO International, Inc. ("HINT"), a 100% wholly owned
subsidiary of HEYCO.
The amended and restated partnership agreement dated 11 June
2021 of PPL entered into between the limited partners ("Partnership
Agreement") gives the general partner the authority to make
investment decisions for PPL without the input of the limited
partners.
Jalapeño's President is Harvey E Yates Jr, George Yates'
brother.
Steven Jackson is a long-time family friend and business
associate of the Yates family. Steven Jackson is also a limited
partner in PPL and a party to the Partnership Agreement.
Takeover Panel
Petrichor's advisers have approached the Takeover Panel
("Panel") to obtain a waiver from a potential need to make a
general offer for all Egdon Ordinary Shares not held by them at the
price at which the transfer took place. The basis of this is Note 4
to Rule 9.1 which provides for such relief to be granted, subject
to the Panel's consent, in circumstances where there are transfers
between Concert Party members and the result is not to alter the
practical effect of the existing arrangements. In this case the
general partner will remain Heyco International and the ultimate
controller is Heyco, a Delaware corporation.
Warrants
In July 2021 the Company raised GBP1.44 million through the
issue of 115,228,000 new Ordinary Shares at a price of 1.25 pence
per share. In addition, each two subscription shares were granted a
right to subscribe for one new Ordinary Share at a price of 2.5
pence per share, (a "Warrant"). All members of the Concert Party
were subscribers in July 2021 and were accordingly issued with
Warrants. At the same time as the transfer of the Concert Party's
ordinary shares to PPL, the Concert Party have transferred their
holdings of Warrants to PPL. As a result PPL now holds 26,524,000
Warrants. At the date hereof 49,299,000 Warrants remain outstanding
and are exercisable at any time until 23 July 2023.
TR-1 Forms follow below
For further information please contact:
Egdon Resources plc
Mark Abbott, Martin Durham 01256 702 292
Buchanan
Ben Romney, Jon Krinks 020 7466 5000
Nominated Adviser & Joint Broker - WH Ireland Limited
Chris Hardie, Megan Liddell 020 7220 1666
Joint Broker & Financial Advisors - VSA Capital Limited
Andrew Monk (Corporate Broking) 020 3005 5000
Andrew Raca (Corporate Finance)
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
Notes to Editors:
Egdon Resources plc (LSE: EDR) is an established exploration and
production company focused on the hydrocarbon-producing basins of
the onshore UK.
Egdon holds interests in 39 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.
Shareholdings in PPL
Final Shares % of PPLP
After Consolidation Allocation Owned
-------------
General Partner
HEYCO International (HINT) 0.00%
Limited Partners
HEYCO International (HINT) 134,402,514 56.49%
Jalapeno Corporation 15,503,119 6.52%
Rance Miles 21,601,634 9.08%
Donald DeJong 21,601,634 9.08%
Eris West Trust 13,091,881 5.50%
William Webber 13,091,881 5.50%
George O'Connor 9,818,911 4.13%
Per Juvkam-Wold 1,963,787 0.83%
Lauren Yates 1,963,787 0.83%
King Crow 1,546,701 0.65%
Steven Jackson 3,338,604 1.40%
Total PPLP 237,924,452 100.00%
-------------
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the Egdon Resources plc
underlying issuer of existing shares
to which voting rights are attached
:
--------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights
----
Other (please specify) :
----
3. Details of person subject to the notification obligation
Name Jalapeno Corporation
City and country of registered office Nevada, United States of America
(if applicable)
4. Full name of shareholder(s) (if different from 3.)
Name
--------------------------------------------
City and country of registered office
(if applicable)
--------------------------------------------
5. Date on which the threshold was June 24, 2022
crossed or reached :
--------------------------------------------
6. Date on which issuer notified June 24, 2022
(DD/MM/YYYY):
--------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) held in issuer
of 8. A) (total of 8.B (8.A + 8.B)
1 + 8.B 2)
------------------ --------------------- -------------- --------------------
Resulting situation Less than 3% Less than 3% Less than 3% Less than 3%
on the date
on which threshold
was crossed
or reached
------------------ --------------------- -------------- --------------------
Position of
previous notification
(if
applicable) 3% 3%
------------------ --------------------- -------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
----------------------
SUBTOTAL 8. Less than 3% Less than 3%
A
-------------------------------------------- --------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may rights
be acquired if
the instrument
is
exercised/converted.
----------- ------------------------- -------------------------- ----------------
SUBTOTAL 8. B
1
------------------------- -------------------------- ----------------
B 2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical Number of % of voting
instrument date Conversion or cash voting rights rights
Period Settlement
--------------- ---------------- ----------------- ----------------
SUBTOTAL
8.B.2
----------------- ----------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer
Full chain of controlled undertakings through which the voting rights X
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional
rows as necessary)
Name % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
---------------------- --------------------- ------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
-----------------------------------------------
The number and % of voting rights
held
-----------------------------------------------
The date until which the voting rights
will be held
-----------------------------------------------
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
----------------------------------------
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the Egdon Resources plc
underlying issuer of existing shares
to which voting rights are attached
:
--------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
----
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights
----
Other (please specify) :
----
3. Details of person subject to the notification obligation
Name Petrichor Holdings Cooperatief
City and country of registered office Amsterdam, the Netherlands
(if applicable)
4. Full name of shareholder(s) (if different from 3.)
Name
--------------------------------------------
City and country of registered office
(if applicable)
--------------------------------------------
5. Date on which the threshold was June 24, 2022
crossed or reached :
--------------------------------------------
6. Date on which issuer notified June 24, 2022
(DD/MM/YYYY):
--------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) held in issuer
of 8. A) (total of 8.B (8.A + 8.B)
1 + 8.B 2)
------------------ --------------------- -------------- --------------------
Resulting situation Less than 3% Less than 3% Less than 3% Less than 3%
on the date
on which threshold
was crossed
or reached
------------------ --------------------- -------------- --------------------
Position of
previous notification
(if
applicable) 25.67% 25.67%
------------------ --------------------- -------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
------------------
SUBTOTAL 8.
A
---------------------------------------- ------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may rights
be acquired if
the instrument
is
exercised/converted.
----------- --------------------- ------------------------ ----------------
SUBTOTAL 8. B
1
--------------------- ------------------------ ----------------
B 2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical Number of % of voting
instrument date Conversion or cash voting rights rights
Period Settlement
----------- ------------ ------------ ---------------
SUBTOTAL
8.B.2
------------ ---------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer
Full chain of controlled undertakings through which the voting rights X
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional
rows as necessary)
Name % of voting % of voting Total of both if
rights rights it equals or is
if it equals or through higher than the
is higher than financial notifiable threshold
the instruments if
notifiable it
threshold equals or is
higher
than the
notifiable
threshold
----------------- ----------------- ------------------------
10. In case of proxy voting, please identify:
-----------------------------------
Name of the proxy holder
-----------------------------------
The number and % of voting rights
held
-------------------------------------------
The date until which the voting
rights
will be held
-------------------------------------------
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
----------------------------------------
TR-1: S tandard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and
to the FCA in Microsoft Word format if possible)
1a. Identity of the issuer or the Egdon Resources plc
underlying issuer of existing shares
to which voting rights are attached
:
--------------------------------------------
1b. Please indicate if the issuer is a non-UK issuer (please mark with
an "X" if appropriate)
Non-UK issuer
----
2. Reason for the notification (please mark the appropriate box or boxes
with an "X")
An acquisition or disposal of voting rights X
----
An acquisition or disposal of financial instruments
----
An event changing the breakdown of voting rights
----
Other (please specify) :
----
3. Details of person subject to the notification obligation
Name Petrichor Partners, LP
City and country of registered office Delaware, United States of America
(if applicable)
4. Full name of shareholder(s) (if different from 3.)
Name
--------------------------------------------
City and country of registered office
(if applicable)
--------------------------------------------
5. Date on which the threshold was June 24, 2022
crossed or reached :
--------------------------------------------
6. Date on which issuer notified June 24, 2022
(DD/MM/YYYY):
--------------------------------------------
7. Total positions of person(s) subject to the notification obligation
% of voting % of voting rights Total of both Total number
rights attached through financial in % (8.A + of voting rights
to shares (total instruments 8.B) held in issuer
of 8. A) (total of 8.B (8.A + 8.B)
1 + 8.B 2)
------------------ --------------------- -------------- --------------------
Resulting situation
on the date
on which threshold
was crossed
or reached 46.03% 46.03% 46.03%
------------------ --------------------- -------------- --------------------
Position of
previous notification
(if
applicable) 17.35% 17.35%
------------------ --------------------- -------------- --------------------
8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached
A: Voting rights attached to shares
Class/type of Number of voting rights % of voting rights
shares
ISIN code (if
possible)
Direct Indirect Direct Indirect
(DTR5.1) (DTR5.2.1) (DTR5.1) (DTR5.2.1)
----------------------
ordinary 237,924,452 46.03%
-------------------- ---------------------- -------------------- ----------------
SUBTOTAL 8.
A 237,924,452 46.03%
-------------------------------------------- --------------------------------------
B 1: Financial Instruments according to DTR5.3.1R (1) (a)
Type of financial Expiration Exercise/ Number of voting % of voting
instrument date Conversion Period rights that may rights
be acquired if
the instrument
is
exercised/converted.
----------- ------------------------- -------------------------- ----------------
Warrants over 23 July At any time after 26,524,000 Nil
Ordinary Shares 2023
----------- ------------------------- -------------------------- ----------------
SUBTOTAL 8. B 26,524,000 Nil
1
------------------------- -------------------------- ----------------
B 2: Financial Instruments with similar economic effect according to
DTR5.3.1R (1) (b)
Type of financial Expiration Exercise/ Physical Number of % of voting
instrument date Conversion or cash voting rights rights
Period Settlement
---------------- ---------------- ----------------- ----------------
SUBTOTAL
8.B.2
----------------- ----------------
9. Information in relation to the person subject to the notification
obligation (please mark the
applicable box with an "X")
Person subject to the notification obligation is not controlled
by any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer
Full chain of controlled undertakings through which the voting rights x
and/or the
financial instruments are effectively held starting with the ultimate
controlling natural person or legal entity (please add additional
rows as necessary)
Name % of voting rights % of voting rights Total of both if
if it equals or through financial it equals or is
is higher than the instruments if it higher than the
notifiable threshold equals or is higher notifiable threshold
than the notifiable
threshold
---------------------- --------------------- ------------------------
HEYCO International,
Inc. 55.76% 55.76%
---------------------- --------------------- ------------------------
10. In case of proxy voting, please identify:
Name of the proxy holder
-----------------------------------------------
The number and % of voting rights
held
-----------------------------------------------
The date until which the voting rights
will be held
-----------------------------------------------
11. Additional information
Place of completion Dallas, Texas, United States of America
Date of completion June 30, 2022
----------------------------------------
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END
MSCEAFXFEEPAEFA
(END) Dow Jones Newswires
July 01, 2022 07:12 ET (11:12 GMT)
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