Egdon Resources plc (AIM:EDR), announces the results of its underwritten Open Offer of 43,330,803 Shares, which was announced on 15 May 2019 and closed for acceptances, in accordance with its terms, at 11.00 a.m. on 31 May 2019.
The Company announces that it has received valid acceptances and excess applications from Qualifying Shareholders for a total of 31,200,612 Open Offer Shares, amounting to 72.01 per cent., pursuant to the terms of the Open Offer.
The valid acceptances included the irrevocable commitment to take up (or procure the taking up) of Open Offer Shares from Petrichor Holdings Coöperatief U.A., (“Petrichor”) and Premier Oil plc (“Premier”) (respectively the “Petrichor Committed Shares” and the “Premier Committed Shares” and together the “Excluded Shares”).
Pursuant to the Underwriting Agreement, Petrichor has agreed to subscribe for the remaining 12,130,191 Open Offer Shares (the “Underwritten Shares”), being the total number of Open Offer Shares less the Excluded Shares and Open Offer Shares taken up by Qualifying Shareholders, 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.
Details of the interest of Petrichor, following the Open Offer, in the ordinary share capital of the Company are set out in the table below:
| As at date of the circular | On Admission | |||||
| Name | Number of Existing Ordinary Shares held | % interest of Existing Issued Share Capital | Number of Open Offer Shares taken up by Petrichor pursuant to the Underwriting Agreement and the Undertaking | Number of Ordinary Shares held | % interest in the Enlarged Issued Share Capital | |
| Petrichor | 77,969,448 | 29.99 | 25,125,098 | 103,094,546 | 33.99 | |
At the General Meeting held on 3 June 2019 Shareholders voted to approve the waiver granted by the Panel on Takeovers and Mergers of any requirement under Rule 9 of The City Code on Takeovers and Mergers for Petrichor to make a general offer to shareholders of the Company as a result of the issue of Ordinary Shares to Petrichor pursuant to the Open Offer and Underwriting Agreement, as more fully described in the Circular, sent to Shareholders on 15 May 2019.
The net proceeds from the Open Offer (being approximately £1.982 million, after costs of approximately £0.185 million) will be used in the Company’s exploration and appraisal work programme as follows:
- progress the Gainsborough Trough Shale-Gas assets;
- progress the Resolution Gas Discovery; and
- for general working capital purposes.
Directors’ Participations in the Open Offer
Following the admission of the Open Offer Shares to trading on AIM (“Admission“), the holdings of the Directors in the enlarged issued share capital of the Company will be as follows:
| Role | Number of Ordinary Shares currently held | Number of Open Offer Shares subscribed for | Holding following Admission | Percentage holding of Enlarged Share Capital | |
| Philip Stephens | Non-Executive Chairman | 112,889 | 18,814 | 131,703 | 0.04 |
| Mark Abbott | Managing Director | 8,089,387 | 1,303,230 | 9,392,617 | 3.10 |
| Martin Durham | Technical Director | – | – | – | – |
| Tim Davies | Non-Executive Director | – | – | – | – |
| Ken Ratcliff | Non-Executive Director | 169,743 | 27,989 | 197,732 | 0.07 |
| Walter Roberts | Non-Executive Director and Company Secretary | 974,129 | 97,375 | 1,071,504 | 0.35 |
Admission to Trading on AIM and Total Voting Rights
Application has been made for the 43,330,803 Open Offer Shares, which will rank pari passu with the Company’s issued Ordinary Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Open Offer Shares will commence at 8.00 a.m. on 6 June 2019.
Following the issue of the Open Offer Shares, the Company will have 303,315,625 Ordinary Shares in issue. No Ordinary Shares are held in treasury. The figure of 303,315,625 Ordinary Shares may be used by the Company’s 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 Financial Conduct Authority’s Disclosure Guidance and Transparency Rules.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the circular of the Company dated 15 May 2019.
Mark Abbott, Managing Director of Egdon, commented:
“We are pleased to have received such a positive response from our existing shareholders to the Open Offer and are encouraged by the participation of Premier and grateful for the continued support of Petrichor as a long-term major shareholder. Having raised gross proceeds of £2.17 million from the Open Offer, Egdon is now capitalised to deliver on our strategy with a near-term focus on the Company’s exploration and appraisal work programme in the Gainsborough Trough, the Resolution Gas Discovery and in progressing the planning appeal for the Wressle Development later in 2019.”