TIDMEDR
RNS Number : 5575D
Egdon Resources PLC
30 June 2021
30 June 2021
EGDON RESOURCES PLC
("Egdon" or "the Company")
Conditional Equity Fundraising of approximately GBP1.44 million,
Issue of Warrants, Exercise of Convertible Loan Notes and Notice of
General Meeting
Egdon Resources plc (AIM: EDR, "Egdon"), an established UK-based
exploration and production company focused on onshore exploration
and production in the hydrocarbon-producing basins of the UK, is
pleased to announce that it has conditionally raised approximately
GBP1.44 million before costs via a subscription for new ordinary
shares of 1 pence each in the Company (the "Subscription Shares").
It also announces that the holders of the Convertible Loan Notes
have exercised their right to convert into new ordinary shares of 1
pence in the Company (the "Conversion Shares") (together the "New
Ordinary Shares").
Fundraising
The Company has conditionally raised approximately GBP1.44
million (the "Subscription") through the issue of 115,228,000
Subscription Shares at a price of 1.25 pence per share (the "Issue
Price"). The Issue Price represents a 16.67 per cent. discount to
the closing price (of 1.50 pence) of the existing ordinary shares
of 1 pence each ("Ordinary Shares") on Tuesday 29 June 2021, the
last trading day prior to this announcement. In addition, each
Subscription Share will be granted a right to subscribe for 0.5 of
a new Ordinary Share at a price of 2.5 pence per share, exercisable
at any time until the date of the second anniversary of their issue
("Warrant").
Highlights
-- Subscription for 115,228,000 new Ordinary Shares at an issue
price of 1.25 pence per Subscription Share to raise gross proceeds
of GBP1.44 million
-- Subscription for GBP663,100 at 1.25 pence per Subscription
Share by the Concert Party to maintain its percentage
shareholding
-- The net proceeds of the fundraising receivable by the Company will be used primarily to:
o Provide additional operational funding once the Wressle Field
Development Plan receives regulatory approval;
o Provide funding for Licence fees and costs of the offshore
Resolution and Endeavour gas discoveries;
o Provide funding in support of Egdon's nascent geothermal
projects;
o Provide working capital for continued business development;
and
o The redemption at par of the Company's 50,000 GBP1 redeemable
preference shares.
-- Certain Directors, including Mark Abbott (Managing Director),
have participated in the Subscription
Mark Abbott, Managing Director of Egdon, commented:
"We are very pleased by the level of support from both existing
and new investors for this Subscription. The funds raised will
enable Egdon to strengthen its liquidity position and provide
additional funding of ongoing core projects. We are pleased with
the continuing support of Petrichor and the Concert Party and also
welcome Shard Capital as a new cornerstone shareholder."
Conversion of Convertible Loan Notes
Egdon has also received notice from the holders of the GBP1.05
million Convertible Loan Notes of the conversion of all outstanding
Convertible Loan Notes at the Conversion Price of 1.55 pence per
Ordinary Share. Conversion of the Convertible Loan Notes (including
the capitalisation of interest which has accrued on the Convertible
Loan Notes) will result in the issue to Petrichor Partners of a
maximum of 69,684,386 Ordinary Shares and the issue to Jalapeño of
a maximum of 3,549,020 Ordinary Shares (together, the " Conversion
Shares "), increasing the total interest of the Concert Party to a
maximum of 184,876,452 Ordinary Shares, representing 46.04 per
cent. of the Company's enlarged ordinary share capital following
the issue of the Conversion Shares.
The issue of the Conversion Shares was the subject of a
Whitewash procedure granted by the Panel on Takeovers and Mergers
in January 2021 as previously announced.
Application for Admission of New Ordinary Shares to AIM
An application will be made to the London Stock Exchange for the
Conversion Shares and for the First Tranche Shares to be admitted
to trading on the AIM Market of the London Stock Exchange and it is
expected that admission of the Conversion Shares and the First
Tranche Shares will become effective on or around Friday 9 July
2021.
An application will be made to the London Stock Exchange for the
Second Tranche Shares to be admitted to trading on the AIM Market
of the London Stock Exchange following the General Meeting to be
held on Tuesday 20 July 2021 and it is expected that admission of
the Second Tranche Shares will become effective on or around
Wednesday 21 July 2021.
The Subscription Shares and Conversion Shares will rank pari
passu with the Company's existing Ordinary Shares in all
respects.
Concert Party
The Concert Party comprises HEYCO Energy Group, Inc. HEYCO
International Inc., Petrichor Holdings Coöperatief U.A, Jalapeño
Corporation and Petrichor Partners, LP (and its limited partners)
.
Following admission of the Conversion Shares and the First
Tranche Shares, the Concert Party will hold in aggregate
226,241,452 Ordinary Shares (representing 46.04 per cent. of the
enlarged share capital).
Following admission of the Second Tranche Shares, the Concert
Party will hold in aggregate 237,924,452 Ordinary Shares
(representing 46.04 per cent. of the enlarged share capital).
Related Party Transactions
As the Concert Party is currently interested in more than 10 per
cent. of the issued ordinary share capital of the Company, the
subscription for GBP663,100 of the Subscription Shares is a related
party transaction for the purposes of Rule 13 of the AIM Rules for
Companies.
Mark Abbott is a Director of the Company will be subscribing for
GBP20,000 of new Ordinary Shares.
Martin Durham is a Director of the Company will be subscribing
for GBP2,500 of new Ordinary Shares.
The participation in the Subscription by the Concert Party, Mark
Abbott and Martin Durham constitutes related party transactions
under the AIM Rules for Companies.
The Directors of the Company (with the exclusion of Mark Abbott
and Martin Durham), having consulted with the Company's nominated
adviser, WH Ireland Limited, consider the terms of the Subscription
to be fair and reasonable insofar as the Company's shareholders are
concerned.
General Meeting
Since the Company does not currently have sufficient authority
to allot all of the Subscription Shares, they will be issued in two
tranches. The first tranche will be issued on Wednesday 7 July 2021
and will comprise 89,845,000 Subscription Shares ("First Tranche
Shares"). The second tranche, to be issued on passing of the
resolutions at the General Meeting, will comprise 25,383,000
Subscription Shares ("Second Tranche Shares").
A General Meeting is required to approve the issue of the Second
Tranche Shares and to provide the Company sufficient authorities
for the issue of Ordinary Shares arising from the exercise of the
Warrants. The General Meeting is to be held at 10.00 a.m. on
Tuesday 20 July 2021. A Notice of General Meeting will be sent to
shareholders on or around the date of this announcement.
The Company notes the guidance issued by the UK government
restricting social gatherings in view of the ongoing COVID-19
pandemic and the fact that, if such guidance remains in place on
the date of the General Meeting, as seems likely, shareholders will
be prohibited from attending the General Meeting. Given the current
guidance the Company requests that shareholders do not attend the
General Meeting but instead appoint the chairman of the General
Meeting as a proxy to ensure their vote is recognised and provide
voting instructions in advance of the General Meeting. Other named
proxies will not be allowed to attend the General Meeting and their
votes will not be counted.
Total Voting Rights
The current issued share capital of the Company is 328,315,625
Ordinary Shares, each with voting rights. This figure may be used
by shareholders as the denominator for the calculations by which
they will determine if they are required to notify their interest
in, or a change to their interest in, the Company, under the
Disclosure and Transparency Rules.
Following admission of the Conversion Shares and First Tranche
Shares on or around Friday 9 July 2021, the Company's enlarged
issued share capital will comprise 491,394,031 Ordinary Shares,
each with voting rights.
Following admission of the Second Tranche Shares on or around
Wednesday 21 July 2021, the Company's enlarged issued share capital
will comprise 516,777,031 Ordinary Shares, each with voting
rights.
This announcement contains inside information for the purposes
of Article 7 of EU Regulation 596/2014 ("MAR"). In addition, market
soundings (as defined in MAR) were taken in respect of the
Subscription with the result that certain persons became aware of
inside information (as defined in MAR), as permitted by MAR. This
inside information is set out in this Announcement. Therefore,
those persons that received inside information in a market sounding
are no longer in possession of such inside information relating to
the Company and its securities.
For further information please contact:
Egdon Resources plc
Mark Abbott / Martin Durham 01256 702 292
Buchanan
Ben Romney, Chris Judd 020 7466 5000
Financial Adviser & Joint Broker - VSA Capital Limited
Andrew Monk (Corporate Broking) 020 3005 5000
Andrew Raca (Corporate Finance)
Nominated Adviser & Joint Broker - WH Ireland Limited
Chris Hardie, Lydia Zychowska 020 7220 1666
Notes to Editors:
Egdon Resources plc (LSE: EDR) is an established UK-based
exploration and production company focused on onshore exploration
and production in the hydrocarbon-producing basins of the UK.
Egdon holds interests in 41 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.
Qualified Person Review
In accordance with the AIM Rules - Note for Mining and Oil and
Gas Companies, this release has been reviewed by Mark Abbott,
Managing Director of Egdon, who is a geoscientist with over 30
years' experience and is a member of the Petroleum Exploration
Society of Great Britain and a Fellow of the Geological Society. Mr
Abbott has consented to the inclusion of the technical information
in this release in the form and context in which it appears.
The information contained within this announcement is deemed by
the Company to constitute inside information as stipulated under
the Market Abuse Regulations (EU) No. 596/2014 ("MAR"). Upon the
publication of this announcement via Regulatory Information Service
("RIS"), this inside information is now considered to be in the
public domain.
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END
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