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:-
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.
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.
In July 2021 the Company raised £1.44 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
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