Egdon Resources plc (LON:EDR) has provided an update on the recommended all cash acquisition by Petrichor for the entire issued and to be issued ordinary share capital (other than those shares already owned by or on behalf of Petrichor) of Egdon, to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act.
On 3 July 2023, Egdon announced that the Scheme had been approved by the requisite majority of Scheme Shareholders at the Court Meeting held on that date and that the Special Resolution relating to the implementation of the Scheme had been approved by the requisite majority of Egdon Shareholders at the General Meeting also held on that date.
The Scheme is subject to further conditions outlined in the Scheme Document, including satisfaction of the NSTA Condition (as defined in the Scheme Document) to the Acquisition.
Egdon is pleased to announce that following receipt by Petrichor of the NSTA’s Comfort Letter in relation to the Acquisition, Petrichor has confirmed that the NSTA Condition has now been satisfied.
Next steps and timetable
The Acquisition remains subject to the satisfaction or (where capable of being waived) waiver of the other Conditions to the Acquisition as set out in Part 3 of the Scheme Document.
The Sanction Hearing is expected to take place on 12 September 2023, with the Scheme Record Time occurring at 6.00 p.m. on the following Business Day. Accordingly, the last day of dealings in, and for registration of transfers of, Egdon Shares is expected to be 13 September 2023.
Subject to the Court approving the Scheme and the Court Order being duly delivered to the Registrar of Companies, it is anticipated that the Scheme will become Effective on 14 September 2023. If the Court sanctions the Scheme, it is intended that cancellation of the admission to trading of Egdon Shares on AIM will take effect from 7.00 a.m. on 15 September 2023. Accordingly, it is intended that dealings in Egdon Shares will be suspended with effect from 7.30 a.m. on 14 September 2023.
If the Scheme becomes Effective on 14 September 2023, the last date for payment of the Consideration to Scheme Shareholders will be 28 September 2023.
The Long Stop Date for the Scheme is 31 December 2023.
| 12 September 2023 | Sanction hearing |
| 8 a.m. on 13 September 2023 | Egdon Shares to be issued pursuant to existing options and warrants issued and admitted to trading on AIM |
| 6 p.m. on 13 September 2023 | Scheme record time |
| 7:30 a.m. on 14 September 2023 | Suspension of dealings |
| 14 September 2023 | Effective Date of Scheme |
| 15 September 2023 | Cancellation of admission |
These dates are indicative only and will depend, amongst other things, on the date on which the Court sanctions the Scheme. If the expected dates change, Egdon will give notice of the changes in an announcement through a Regulatory Information Service.
Further information on the Scheme is available on the Egdon Resources website at https://www.egdon-resources.com/investors-2/disclaimer and on Petrichor’s website at www.heycoenergy.com/petrichor-partners.
