Conditional Equity Fundraising of approximately £1.44 million, Issue of Warrants, Exercise of Convertible Loan Notes and Notice of General Meeting
Egdon Resources plc (AIM: EDR, “Egdon”), an established UK-based exploration and production company focused on onshore exploration and production in the hydrocarbon-producing basins of the UK, is pleased to announce that it has conditionally raised approximately £1.44 million before costs via a subscription for new ordinary shares of 1 pence each in the Company (the “Subscription Shares“). It also announces that the holders of the Convertible Loan Notes have exercised their right to convert into new ordinary shares of 1 pence in the Company (the “Conversion Shares”) (together the “New Ordinary Shares”).
The Company has conditionally raised approximately £1.44 million (the “Subscription“) through the issue of 115,228,000 Subscription Shares at a price of 1.25 pence per share (the “Issue Price“). The Issue Price represents a 16.67 per cent. discount to the closing price (of 1.50 pence) of the existing ordinary shares of 1 pence each (“Ordinary Shares”) on Tuesday 29 June 2021, the last trading day prior to this announcement. In addition, each Subscription Share will be granted a right to subscribe for 0.5 of a new Ordinary Share at a price of 2.5 pence per share, exercisable at any time until the date of the second anniversary of their issue (“Warrant”).
- Subscription for 115,228,000 new Ordinary Shares at an issue price of 1.25 pence per Subscription Share to raise gross proceeds of £1.44 million
- Subscription for £663,100 at 1.25 pence per Subscription Share by the Concert Party to maintain its percentage shareholding
- The net proceeds of the fundraising receivable by the Company will be used primarily to:
- Provide additional operational funding once the Wressle Field Development Plan receives regulatory approval;
- Provide funding for Licence fees and costs of the offshore Resolution and Endeavour gas discoveries;
- Provide funding in support of Egdon’s nascent geothermal projects;
- Provide working capital for continued business development; and
- The redemption at par of the Company’s 50,000 £1 redeemable preference shares.
- Certain Directors, including Mark Abbott (Managing Director), have participated in the Subscription
Mark Abbott, Managing Director of Egdon, commented:
“We are very pleased by the level of support from both existing and new investors for this Subscription. The funds raised will enable Egdon to strengthen its liquidity position and provide additional funding of ongoing core projects. We are pleased with the continuing support of Petrichor and the Concert Party and also welcome Shard Capital as a new cornerstone shareholder.”
Conversion of Convertible Loan Notes
Egdon has also received notice from the holders of the £1.05 million Convertible Loan Notes of the conversion of all outstanding Convertible Loan Notes at the Conversion Price of 1.55 pence per Ordinary Share. Conversion of the Convertible Loan Notes (including the capitalisation of interest which has accrued on the Convertible Loan Notes) will result in the issue to Petrichor Partners of a maximum of 69,684,386 Ordinary Shares and the issue to Jalapeño of a maximum of 3,549,020 Ordinary Shares (together, the “Conversion Shares”), increasing the total interest of the Concert Party to a maximum of 184,876,452 Ordinary Shares, representing 46.04 per cent. of the Company’s enlarged ordinary share capital following the issue of the Conversion Shares.
The issue of the Conversion Shares was the subject of a Whitewash procedure granted by the Panel on Takeovers and Mergers in January 2021 as previously announced.
Application for Admission of New Ordinary Shares to AIM
An application will be made to the London Stock Exchange for the Conversion Shares and for the First Tranche Shares to be admitted to trading on the AIM Market of the London Stock Exchange and it is expected that admission of the Conversion Shares and the First Tranche Shares will become effective on or around Friday 9 July 2021.
An application will be made to the London Stock Exchange for the Second Tranche Shares to be admitted to trading on the AIM Market of the London Stock Exchange following the General Meeting to be held on Tuesday 20 July 2021 and it is expected that admission of the Second Tranche Shares will become effective on or around Wednesday 21 July 2021.
The Subscription Shares and Conversion Shares will rank pari passu with the Company’s existing Ordinary Shares in all respects.
The Concert Party comprises HEYCO Energy Group, Inc. HEYCO International Inc., Petrichor Holdings Coöperatief U.A, Jalapeño Corporation and Petrichor Partners, LP (and its limited partners).
Following admission of the Conversion Shares and the First Tranche Shares, the Concert Party will hold in aggregate 226,241,452 Ordinary Shares (representing 46.04 per cent. of the enlarged share capital).
Following admission of the Second Tranche Shares, the Concert Party will hold in aggregate 237,924,452 Ordinary Shares (representing 46.04 per cent. of the enlarged share capital).
Related Party Transactions
As the Concert Party is currently interested in more than 10 per cent. of the issued ordinary share capital of the Company, the subscription for £663,100 of the Subscription Shares is a related party transaction for the purposes of Rule 13 of the AIM Rules for Companies.
Mark Abbott is a Director of the Company will be subscribing for £20,000 of new Ordinary Shares.
Martin Durham is a Director of the Company will be subscribing for £2,500 of new Ordinary Shares.
The participation in the Subscription by the Concert Party, Mark Abbott and Martin Durham constitutes related party transactions under the AIM Rules for Companies.
The Directors of the Company (with the exclusion of Mark Abbott and Martin Durham), having consulted with the Company’s nominated adviser, WH Ireland Limited, consider the terms of the Subscription to be fair and reasonable insofar as the Company’s shareholders are concerned.
Since the Company does not currently have sufficient authority to allot all of the Subscription Shares, they will be issued in two tranches. The first tranche will be issued on Wednesday 7 July 2021 and will comprise 89,845,000 Subscription Shares (“First Tranche Shares”). The second tranche, to be issued on passing of the resolutions at the General Meeting, will comprise 25,383,000 Subscription Shares (“Second Tranche Shares”).
A General Meeting is required to approve the issue of the Second Tranche Shares and to provide the Company sufficient authorities for the issue of Ordinary Shares arising from the exercise of the Warrants. The General Meeting is to be held at 10.00 a.m. on Tuesday 20 July 2021. A Notice of General Meeting will be sent to shareholders on or around the date of this announcement.
The Company notes the guidance issued by the UK government restricting social gatherings in view of the ongoing COVID-19 pandemic and the fact that, if such guidance remains in place on the date of the General Meeting, as seems likely, shareholders will be prohibited from attending the General Meeting. Given the current guidance the Company requests that shareholders do not attend the General Meeting but instead appoint the chairman of the General Meeting as a proxy to ensure their vote is recognised and provide voting instructions in advance of the General Meeting. Other named proxies will not be allowed to attend the General Meeting and their votes will not be counted.
Total Voting Rights
The current issued share capital of the Company is 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.
Following admission of the Conversion Shares and First Tranche Shares on or around Friday 9 July 2021, the Company’s enlarged issued share capital will comprise 491,394,031 Ordinary Shares, each with voting rights.
Following admission of the Second Tranche Shares on or around Wednesday 21 July 2021, the Company’s enlarged issued share capital will comprise 516,777,031 Ordinary Shares, each with voting rights.
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.