Egdon Resources plc (AIM: EDR, “Egdon”) is pleased to announce the completion of Tranche 2 of the Equity Fundraising announced by the Company on 14 April 2020 (RNS number 4724J). Tranche 2 of the Subscription includes the issue of 2,800,000 new ordinary shares of 1p each in the capital of the Company to Mark Abbott, Walter Roberts and Tim Davies (the “Directors”) at a subscription price of 2p (the “Directors’ Subscription Shares”) and 1,441,780 new ordinary shares of 1p each in the capital of the Company to Petrichor at a subscription price of 2p (the “Petrichor Further Subscription Shares”) (together the “Tranche 2 Subscription Shares”).
As announced on 14 April 2020 the equity fundraising will result in gross proceeds of approximately £500,000 (before expenses).
The Admission of the 20,758,220 new ordinary shares representing Tranche 1 of the Subscription took place on 20 April 2020. Application has been made for the admission of the 4,241,780 Tranche 2 Subscription Shares to be admitted to AIM on or around 1 May 2020.
Capitalised terms used but not otherwise defined in this announcement bear the meanings ascribed to them in the announcement by the Company on 14 April 2020 (RNS number 4724J).
Petrichor is a wholly owned subsidiary of HEYCO Energy Group, Inc. (“HEYCO”). HEYCO’s majority shareholder is Explorers Petroleum Corporation of which George Yates is the ultimate controller.
The Petrichor Further Subscription Shares will be registered in the name of Jalapeño Corporation (“Jalapeño”). Jalapeño’s President is Harvey E Yates Jr, George Yates’ brother. As such, Petrichor and Jalapeño constitute a concert party for the purposes of the Takeover Code (the “Concert Party”).
Following Admission of the Tranche 2 Subscription Shares, the Concert Party will hold in aggregate 111,592,046 Ordinary Shares (representing 33.99 per cent. of the enlarged share capital).
Mark Abbott is a Director of the Company and is interested in 9,392,617 ordinary shares (representing 2.90% of the current issued share capital).
Walter Roberts is a Non-Executive Director and Company Secretary of the Company and is interested in 974,129 ordinary shares (representing 0.30% of the current issued share capital).
Tim Davies is a Non-Executive Director of the Company and is not currently interested in any ordinary shares.
The Concert Party is a substantial shareholder in the Company and, following the admission of the Tranche 2 Subscription Shares will be interested in 111,592,046 Ordinary Shares (representing 33.99% of the current issued share capital).
The participation in the Directors’ Subscription by Mark Abbott, Walter Roberts and Tim Davies and the Petrichor Further Subscription both constitute related party transactions under the AIM Rules for Companies.
Following Admission of the Tranche 2 Subscription Shares, the holdings of the Directors will be as follows:
|Director||Tranche 2 Subscription Shares||Resultant shareholding||Percentage %|
The directors of the Company (with the exclusion of Mark Abbott, Walter Roberts and Tim Davies), having consulted with the Company’s nominated adviser, Cantor Fitzgerald Europe, consider the terms of the Fundraising to be fair and reasonable insofar as the Company’s shareholders are concerned.
Total Voting Rights
The current issued share capital of the Company is 324,073,845 Ordinary Shares, each with voting rights.
Following Admission of the 4,241,780 Tranche 2 Subscription Shares on or around 1 May 2020, the Company’s enlarged issued share capital will comprise 328,315,625 Ordinary Shares, each with voting rights. This figure may be used by 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 Disclosure and Transparency Rules.
This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014 (“MAR”). In addition, market soundings (as defined in MAR) were taken in respect of the Subscription with the result that certain persons became aware of inside information (as defined in MAR), as permitted by MAR. This inside information is set out in this Announcement. Therefore, those persons that received inside information in a market sounding are no longer in possession of such inside information relating to the Company and its securities.