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:-
| Concert Party | Number of Ordinary Shares in the capital of Egdon (“Ordinary Shares”) | % of Issued Share Capital1 |
|
Petrichor Holdings Coöperatief U.A. (“PHC”) |
132,676,245 | 25.67 |
| PPL | 89,679,454 | 17.35 |
|
Jalapeno Corporations Holding (“Jalapeno”) |
15,503,119 | 3.00 |
| Steven Jackson | 65,634 | 0.01 |
| TOTAL | 237,924,452 | 46.04 |
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.
Takeover Panel
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.
Warrants
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
Shareholdings in PPL
| After Consolidation | Final Shares Allocation | % of PPLP Owned | |||
| General Partner | |||||
| HEYCO International (HINT) | 0.00% | ||||
| Limited Partners | |||||
| HEYCO International (HINT) | 134,402,514 | 56.49% | |||
| Jalapeno Corporation | 15,503,119 | 6.52% | |||
| Rance Miles | 21,601,634 | 9.08% | |||
| Donald DeJong | 21,601,634 | 9.08% | |||
| Eris West Trust | 13,091,881 | 5.50% | |||
| William Webber | 13,091,881 | 5.50% | |||
| George O’Connor | 9,818,911 | 4.13% | |||
| Per Juvkam-Wold | 1,963,787 | 0.83% | |||
| Lauren Yates | 1,963,787 | 0.83% | |||
| King Crow | 1,546,701 | 0.65% | |||
| Steven Jackson | 3,338,604 | 1.40% | |||
| Total PPLP | 237,924,452 | 100.00% | |||
|
Please note that from 22 March 2021, the Standard TR-1 Form should be completed and submitted to the FCA via our Electronic Submission System (ESS) in relation to notifications of voting rights held in issuers whose shares are admitted to trading on UK regulated markets.
Holders of voting rights in issuers whose shares are admitted to trading on UK prescribed markets such as AIM market, can continue to use this form to send their notifications to those issuers. Alternatively, if they wish they can register on ESS to be able to notify to us, produce a TR-1 Form via ESS and submit the downloaded version to issuers with shares admitted to trading on prescribed markets.
More information on how to submit a TR-1 Form via ESS is available here
|
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Egdon Resources plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify) iii: | ||||||
| 3. Details of person subject to the notification obligation iv | ||||||
| Name | Jalapeno Corporation | |||||
| City and country of registered office (if applicable) | Nevada, United States of America | |||||
| 4. Full name of shareholder(s) (if different from 3.) v | ||||||
| Name | ||||||
| City and country of registered office (if applicable) | ||||||
| 5. Date on which the threshold was crossed or reached vi: | June 24, 2022 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |||
| Resulting situation on the date on which threshold was crossed or reached | Less than 3% | Less than 3% | Less than 3% | Less than 3% | ||
|
Position of previous notification (if applicable) |
3% | 3% | ||||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of sharesISIN code (if possible) |
Number of voting rights ix | % of voting rights | |||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
||||||
| SUBTOTAL 8. A | Less than 3% | Less than 3% | |||||||
|
|
|||||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights | |||||
| SUBTOTAL 8. B 1 | |||||||||
|
|
|||||||||
| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Physical or cash Settlement xii |
Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | |||||||||
|
|
|
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) |
||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | ||||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
X | |||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
| 11. Additional information xvi | ||||
| Place of completion | Dallas, Texas, United States of America |
| Date of completion | June 30, 2022 |
|
Please note that from 22 March 2021, the Standard TR-1 Form should be completed and submitted to the FCA via our Electronic Submission System (ESS) in relation to notifications of voting rights held in issuers whose shares are admitted to trading on UK regulated markets.
Holders of voting rights in issuers whose shares are admitted to trading on UK prescribed markets such as AIM market, can continue to use this form to send their notifications to those issuers. Alternatively, if they wish they can register on ESS to be able to notify to us, produce a TR-1 Form via ESS and submit the downloaded version to issuers with shares admitted to trading on prescribed markets.
More information on how to submit a TR-1 Form via ESS is available here
|
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Egdon Resources plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify) iii: | ||||||
| 3. Details of person subject to the notification obligation iv | ||||||
| Name | Petrichor Holdings Cooperatief | |||||
| City and country of registered office (if applicable) | Amsterdam, the Netherlands | |||||
| 4. Full name of shareholder(s) (if different from 3.) v | ||||||
| Name | ||||||
| City and country of registered office (if applicable) | ||||||
| 5. Date on which the threshold was crossed or reached vi: | June 24, 2022 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |||
| Resulting situation on the date on which threshold was crossed or reached | Less than 3% | Less than 3% | Less than 3% | Less than 3% | ||
|
Position of previous notification (if applicable) |
25.67% | 25.67% | ||||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | ||||||
| A: Voting rights attached to shares | ||||||
| Class/type of sharesISIN code (if possible) |
Number of voting rights ix | % of voting rights | ||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
|||
| SUBTOTAL 8. A | ||||||
|
|
||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | ||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights | ||
| SUBTOTAL 8. B 1 | ||||||
|
|
|||||
| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Physical or cash Settlement xii |
Number of voting rights | % of voting rights |
| SUBTOTAL 8.B.2 | |||||
|
|
|||||
|
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) |
|||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | |||||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
X | ||||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | ||
| 10. In case of proxy voting, please identify: | |||||
| Name of the proxy holder | |||||
| The number and % of voting rights held | |||||
| The date until which the voting rights will be held | |||||
| 11. Additional information xvi | |||||
| Place of completion | Dallas, Texas, United States of America | ||
| Date of completion | June 30, 2022 | ||
|
Please note that from 22 March 2021, the Standard TR-1 Form should be completed and submitted to the FCA via our Electronic Submission System (ESS) in relation to notifications of voting rights held in issuers whose shares are admitted to trading on UK regulated markets.
Holders of voting rights in issuers whose shares are admitted to trading on UK prescribed markets such as AIM market, can continue to use this form to send their notifications to those issuers. Alternatively, if they wish they can register on ESS to be able to notify to us, produce a TR-1 Form via ESS and submit the downloaded version to issuers with shares admitted to trading on prescribed markets.
More information on how to submit a TR-1 Form via ESS is available here
|
|||
TR-1: Standard form for notification of major holdings
| NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft Word format if possible) i | ||||||
| 1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii: | Egdon Resources plc | |||||
| 1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate) | ||||||
| Non-UK issuer | ||||||
| 2. Reason for the notification (please mark the appropriate box or boxes with an “X”) | ||||||
| An acquisition or disposal of voting rights | X | |||||
| An acquisition or disposal of financial instruments | ||||||
| An event changing the breakdown of voting rights | ||||||
| Other (please specify) iii: | ||||||
| 3. Details of person subject to the notification obligation iv | ||||||
| Name | Petrichor Partners, LP | |||||
| City and country of registered office (if applicable) | Delaware, United States of America | |||||
| 4. Full name of shareholder(s) (if different from 3.) v | ||||||
| Name | ||||||
| City and country of registered office (if applicable) | ||||||
| 5. Date on which the threshold was crossed or reached vi: | June 24, 2022 | |||||
| 6. Date on which issuer notified (DD/MM/YYYY): | June 24, 2022 | |||||
| 7. Total positions of person(s) subject to the notification obligation | ||||||
| % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) |
Total of both in % (8.A + 8.B) | Total number of voting rights held in issuer (8.A + 8.B) vii | |||
| Resulting situation on the date on which threshold was crossed or reached | 46.03% | 46.03% | 46.03% | |||
|
Position of previous notification (if applicable) |
17.35% | 17.35% | ||||
| 8. Notified details of the resulting situation on the date on which the threshold was crossed or reached viii | |||||||||
| A: Voting rights attached to shares | |||||||||
| Class/type of sharesISIN code (if possible) |
Number of voting rights ix | % of voting rights | |||||||
|
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
Direct (DTR5.1) |
Indirect (DTR5.2.1) |
||||||
| ordinary | 237,924,452 | 46.03% | |||||||
| SUBTOTAL 8. A | 237,924,452 | 46.03% | |||||||
|
|
|||||||||
| B 1: Financial Instruments according to DTR5.3.1R (1) (a) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Number of voting rights that may be acquired if the instrument is exercised/converted. |
% of voting rights | |||||
| Warrants over Ordinary Shares | 23 July 2023 | At any time after | 26,524,000 | Nil | |||||
| SUBTOTAL 8. B 1 | 26,524,000 | Nil | |||||||
|
|
|||||||||
| B 2: Financial Instruments with similar economic effect according to DTR5.3.1R (1) (b) | |||||||||
| Type of financial instrument | Expiration date x |
Exercise/ Conversion Period xi |
Physical or cash Settlement xii |
Number of voting rights | % of voting rights | ||||
| SUBTOTAL 8.B.2 | |||||||||
|
|
|||||||||
|
9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”) |
||||
| Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii | ||||
| Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity (please add additional rows as necessary) xiv |
x | |||
| Name xv | % of voting rights if it equals or is higher than the notifiable threshold | % of voting rights through financial instruments if it equals or is higher than the notifiable threshold | Total of both if it equals or is higher than the notifiable threshold | |
| HEYCO International, Inc. | 55.76% | 55.76% | ||
| 10. In case of proxy voting, please identify: | ||||
| Name of the proxy holder | ||||
| The number and % of voting rights held | ||||
| The date until which the voting rights will be held | ||||
| 11. Additional information xvi | ||||
| Place of completion | Dallas, Texas, United States of America |
| Date of completion | June 30, 2022 |