Underwritten Open Offer of 43,330,803 Open Offer Shares at 5 pence per Open Offer Share
Proposed Waiver of Rule 9 of the City Code on Takeovers and Mergers, Notice of General Meeting and Production Update
Egdon is pleased to announce that, in order to provide the Company with additional resources to be used in the Company’s exploration and appraisal work programme, the Company is proposing to raise approximately £2.17 million (before expenses) pursuant to an underwritten Open Offer. Under the Open Offer, all Qualifying Shareholders have an opportunity to subscribe for new Ordinary Shares at the Issue Price by subscribing for their respective Open Offer Entitlements on the basis of 1 Open Offer Share for every 6 Existing Ordinary Shares held on the Record Date.
The Company has received irrevocable commitments to take up (or procure the taking up) of Open Offer Shares from:
· Petrichor Holdings Coöperatief U.A., (“Petrichor”) in respect of an Open Offer Entitlement to 12,994,907 Open Offer Shares (the “Petrichor Committed Shares”); and
· Premier Oil plc (“Premier”) in respect of an Open Offer Entitlement to 6,534,285 Open Offer Shares (the “Premier Committed Shares”, together with the Petrichor Committed Shares, the “Excluded Shares”).
Petrichor has also agreed to underwrite 23,801,611 Open Offer Shares (the “Underwritten Shares”), being the total number of Open Offer Shares less the Excluded Shares, on a fully underwritten basis in exchange for the payment of an underwriting commission of an amount equal to 4 per cent. of the total Issue Price of 23,801,611 Underwritten Shares.
Petrichor currently holds 77,969,448 Existing Ordinary Shares representing 29.99 per cent. of the current issued share capital of the Company. Petrichor has committed to take up its maximum Open Offer Entitlement and has also agreed to subscribe for or purchase, at the Issue Price, any Underwritten Shares (as defined above) not taken up by Qualifying Shareholders under the Open Offer.
If Petrichor is required to subscribe for some or all of the Underwritten Shares, then Petrichor’s interest in shares carrying voting rights in the Company could increase to 30.00 per cent. or more. This would ordinarily result in Petrichor being required to make a mandatory cash offer, under Rule 9 of the Takeover Code, to the remaining Shareholders to acquire their ordinary shares.
The Panel has agreed to grant a waiver of the requirement under Rule 9 subject to the approval of the Company’s Independent Shareholders being obtained. A Resolution is being proposed at the General Meeting (defined below) in this regard to enable the Company to issue further Ordinary Shares to Petrichor pursuant to the Open Offer and underwriting arrangements, without Petrichor being required to make a mandatory cash offer to the remaining Shareholders.
The terms and conditions of the Open Offer are set out in a circular being sent to Shareholders today, which includes notice of a general meeting of the Company (“General Meeting”).
The circular will soon be available on the Company’s website www.egdon-resources.com. The circular sets out: the reasons for, and provides further information on the Proposals; explains why the Directors consider the Proposals to be in the best interest of the Company and its Shareholders as a whole; and why the Directors recommend that Shareholders vote in favour of the Resolution.
The Open Offer is conditional, inter alia, (i) upon the passing of the Resolution at the General Meeting; and (ii) admission of the Open Offer Shares to trading on AIM on or before 8.00 a.m. on 4 June 2019 (or such later date and/or time as the Company, VSA, Cantor Fitzgerald and Petrichor may decide, being no later than 5.00 p.m. on 20 June 2019).
It is expected that Admission will become effective and dealings in the Open Offer Shares will commence on, or around, 4 June 2019. The Open Offer Shares will, when issued and fully paid, rank pari pasu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of Admission.
The Company is pleased to announce that average monthly production during the period January to April 2019 was 238 boepd (January to April 2018: 85 boepd).
Full RNS UPDATE HERE
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