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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July 01, 2022 07:12 ET (11:12 GMT)

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